Scrutinizer's Report on Postal Ballot Process for iSERA Lifesciences Limited
Nature of the Disclosure
This document is the Scrutinizer's Report, prepared by Anuj Gupta, Proprietor of Anuj Gupta & Associates, certifying the results of a postal ballot process conducted via remote e-voting. The process was undertaken to seek shareholder approval for seven corporate resolutions.
Appointment and Process Details
Anuj Gupta (M. No 31025, C.P. No 13025) was appointed as the Scrutinizer by the company's Board of Directors on April 21, 2026. The voting was conducted pursuant to Section 110 of the Companies Act, 2013, and relevant rules and SEBI circulars.
The cut-off date for determining shareholder eligibility was Friday, April 17, 2026. The Notice for the postal ballot was dispatched electronically to all eligible members on Tuesday, April 21, 2026. Advertisements regarding the e-voting were published in the Financial Express (all editions) and Loksatta (Pune edition) on Wednesday, April 22, 2026.
The remote e-voting period commenced on Wednesday, April 22, 2026, at 9:00 AM IST and concluded on Thursday, May 21, 2026, at 5:00 PM IST. The voting was conducted on the platform: https://instavote.linkintime.co.in.
The e-voting was unblocked on May 21, 2026, after 5:00 PM IST in the presence of two independent witnesses.
Detailed Voting Results
The following seven resolutions were put to vote and were all approved by the requisite majority of shareholders:
1. Increase in Authorised Share Capital & Alteration of MOA (Ordinary Resolution)
- Votes in Favor: 2,445,552 votes (99.8774% of votes cast) from 30 members.
- Votes Against: 3,000 votes (0.1225% of votes cast) from 1 member.
2. Adoption of New Memorandum of Association (Special Resolution)
- Votes in Favor: 2,445,552 votes (99.7552% of votes cast) from 29 members.
- Votes Against: 6,000 votes (0.2447% of votes cast) from 2 members.
3. Adoption of New Articles of Association (Special Resolution)
- Votes in Favor: 2,445,552 votes (99.7552% of votes cast) from 29 members.
- Votes Against: 6,000 votes (0.2447% of votes cast) from 2 members.
4. Enhancement of Limits u/s 186 for Investments/Loans/Guarantees (Special Resolution)
- Votes in Favor: 2,445,552 votes (99.7552% of votes cast) from 29 members.
- Votes Against: 6,000 votes (0.2447% of votes cast) from 2 members.
5. Approval of RPT: Acquisition of 100% of iSERA Biological via Share Swap (Ordinary Resolution)
- Votes in Favor: 2,451,552 votes (100% of votes cast) from 31 members.
- Votes Against: 0 votes (0% of votes cast).
6. Acquisition of 100% of iSERA Biological via Share Swap (Special Resolution)
- Votes in Favor: 2,451,552 votes (100% of votes cast) from 31 members.
- Votes Against: 0 votes (0% of votes cast).
7. Preferential Issue for Share Swap Consideration (Special Resolution)
- Votes in Favor: 2,445,552 votes (99.7552% of votes cast) from 29 members.
- Votes Against: 6,000 votes (0.2447% of votes cast) from 2 members.
Category-Wise Voting Breakdown (Excerpt from Annexure)
The report includes detailed tables breaking down the votes by promoter/public and institutional/non-institutional categories for each resolution. Key data points from the tables for Resolution 1 include:
- Total Outstanding Shares: 8,408,972
- Promoter & Promoter Group Shares: 4,930,000
- Public Non-Institutions Shares: 3,478,972
- Total Votes Polled: 2,448,552 (29.1183% of outstanding shares)
- Promoter Votes Polled (All in Favor): 1,115,000
- Public Non-Institution Votes Polled: 1,333,552 (1,030,552 in favor; 3,000 against)
Outcome and Effective Date
Based on the results, the Scrutinizer certified that all resolutions were approved by the requisite majority of members. The resolutions are deemed to have been passed on the last date of the remote e-voting period, which was Thursday, May 21, 2026.
The relevant records from the postal ballot activity were to be handed over to an authorized person of the company for safekeeping.